EXHIBIT 99.1

        FACTORS TO CONSIDER IN CONNECTION WITH FORWARD LOOKING STATEMENTS

      An investment in our common stock is speculative and involves a high
degree of risk. You should carefully consider the risks and uncertainties
described below and the other information in this quarterly report and our other
SEC filings before deciding whether to purchase shares of our common stock. The
risks described below are not the only ones facing our company. Additional risks
not presently known to us or that we currently believe to be immaterial may also
adversely affect our business. If any of the following risks actually occur, our
business and operating results could be harmed. This could cause the trading
price of our common stock to decline, and you may lose all or part of your
investment.

We have incurred losses since inception and anticipate that we will incur
continued losses for the foreseeable future. We do not have a current source of
product revenue and may never be profitable.

      We are a development stage company and since our inception our source of
working capital has been public and private sales of our stock. We incurred a
net loss of approximately $758,000 for the quarter ended October 31, 2003. We
have continued to incur losses since October 2003. In addition, we had a working
capital deficit of approximately $597,000 as of October 31, 2003 and an
accumulated deficit of approximately $64,732,000 as of October 31, 2003. We may
never achieve revenue sufficient for us to attain profitability.

      Our profitability will depend on our ability to develop, obtain regulatory
approvals for, and effectively market ONCONASE(R) as well as entering into
strategic alliances for the development of new drug candidates from the
out-licensing of our proprietary RNase technology. The commercialization of our
pharmaceutical products involves a number of significant challenges. In
particular our ability to commercialize ONCONASE(R) depends on the success of
our clinical development programs, our efforts to obtain regulatory approval and
our sales and marketing efforts or those of our marketing partners, if any,
directed at physicians, patients and third-party payors. A number of factors
could affect these efforts including:

      o     Our ability to demonstrate clinically that our products have utility
            and are safe;

      o     Delays or refusals by regulatory authorities in granting marketing
            approvals;

      o     Our limited financial resources relative to our competitors;

      o     Our ability to obtain an appropriate marketing partner;

      o     The availability and level of reimbursement for our products by
            third party payors;

      o     Incidents of adverse reactions to our products;

      o     Side effects or misuse of our products and unfavorable publicity
            that could result; and

      o     The occurrence of manufacturing or distribution disruptions.

      We will seek to generate revenue through licensing, marketing and
development arrangements prior to receiving revenue from the sale of our
products. To date we have been unable to consummate any licensing, marketing or
development arrangements which have resulted in any significant amounts of
revenue for us and we may not be able to successfully consummate any such
arrangements. We, therefore, are unable to predict the extent of any future
losses or the time required to achieve profitability, if at all.


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We may not be able to utilize all of our net operating loss carryforwards.

      At July 31, 2003, we had federal net operating loss carryforwards of
approximately $39,600,000 that expire from 2004 to 2023. We also had research
and experimentation tax credit carryforwards of approximately $1,186,000 that
expire from 2004 to 2023. New Jersey has enacted legislature permitting certain
corporations located in New Jersey to sell state tax loss carryforwards and
state research and development credits, or tax benefits. In December 2000, 2001
and 2002, we realized net proceeds of approximately $451,000, $354,000 and
$231,000, respectively, from the sale of our allocated tax benefits. We
anticipate receiving approximately $222,000 from the sale of our allocated tax
benefits, which was recognized as tax benefit for the quarter ended October 31,
2003. We will attempt to sell our remaining tax benefits balance of
approximately $1,117,000 between July 1, 2003 and June 30, 2005, subject to all
existing laws of the State of New Jersey. As there is a limited market for these
types of sales, we cannot predict whether we will be successful.

We need additional financing to continue operations and this financing may not
be available on acceptable terms, if it is available at all.

      We need additional financing in order to continue operations, including
completion of our current clinical trials and filing marketing registrations for
ONCONASE(R) in the United States with the FDA and in Europe with the EMEA. As a
result of our continuing losses and lack of capital, the report of our
independent auditors on our July 31, 2003 financial statements included an
explanatory paragraph which states that our recurring losses, working capital
deficit and limited liquid resources raise substantial doubt about our ability
to continue as a going concern. Our financial statements at July 31, 2003 do not
include any adjustments that might result from the outcome of this uncertainty.
If the results from our current clinical trial do not demonstrate the efficacy
and safety of ONCONASE(R) for malignant mesothelioma, our ability to raise
additional capital will be adversely affected. Even if regulatory applications
for marketing approvals are filed, we will need additional financing to continue
operations. We believe our current operating levels require $160,000 of cash per
month. Presently, our cash balance is sufficient to fund our operations through
November 1, 2004. We continue to seek additional capital financing through the
sales of equity in private placements, sale of our tax benefits and exercise of
stock options and warrants but cannot be sure that we will be able to raise
capital on favorable terms or at all.

Our clinical trials could take longer to complete and cost more than we expect.

      We currently have ongoing a confirmatory Phase III trial of ONCONASE(R) as
a treatment for malignant mesothelioma. This Phase III clinical trial is a
survival study and therefore, according to its protocol, terminal events must
occur before the trial is completed. Since it is impossible to predict when
these terminal events will occur we do not have the capability of reasonably
determining when the trial will be completed nor when we will be able to file an
NDA with the Food and Drug Administration, or FDA.

      Clinical trials are very costly and time consuming. The length of time
required to complete a clinical trial depends on several factors including the
size of the patient population, the ability of patients to get to the site of
the clinical study, and the criteria for determining which patients are eligible
to join the study. Delays in patient enrollment, specifically in the second part
of the Phase III clinical trial of ONCONASE(R) as a treatment for malignant
mesothelioma which is still in the enrollment stage, could delay completion of
the clinical study and increase its costs which could delay the commercial sale
of ONCONASE(R).


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      The FDA and comparable regulatory agencies in foreign countries impose
substantial pre-market approval requirements on the introduction of
pharmaceutical products. These requirements involve lengthy and detailed
pre-clinical and clinical testing and other costly and time consuming
procedures. Satisfaction of these requirements typically takes several years
depending on the type of complexity and novelty of the product. While limited
trials with our product has produced favorable results we cannot apply for FDA
or EMEA approval to market ONCONASE(R) until the clinical trials and all other
registration requirements have been completed and as discussed above, since this
confirmatory Phase III trial of ONCONASE(R) as a treatment for malignant
mesothelioma is a survival study, we do not have the capability of reasonably
determining when such trial will be completed.

If we fail to obtain the necessary regulatory approvals, we will not be allowed
to commercialize our drugs and will not generate product revenue.

      The FDA and comparable regulatory agencies in foreign countries impose
substantial pre-market approval requirements on the introduction of
pharmaceutical products. These requirements involve lengthy and detailed
pre-clinical and clinical testing and other costly and time consuming
procedures. Satisfaction of these requirements typically takes several years
depending on the type of complexity and novelty of the product. Drugs in late
stages of clinical development may fail to show the desired safety and efficacy
traits despite having progressed through initial clinical testing. While limited
trials with our product has produced favorable results we cannot be certain that
we or any of our collaborative partners will successfully complete Phase I,
Phase II or Phase III testing of any compound within any specific time period,
if at all. Furthermore, the FDA or the study sponsor may suspend clinical trials
at any time on various grounds, including a finding that the subjects or
patients are being exposed to an unacceptable health risk. In addition, we
cannot apply for FDA or EMEA approval to market ONCONASE(R) until pre-clinical
and clinical trials have been completed and as discussed above we do not have
the capability of reasonably determining when such trial will be completed.
Several factors could prevent the successful completion or cause significant
delays of these trials including an inability to enroll the required number of
patients or failure to demonstrate the product is safe and effective in humans.
Also, if safety concerns develop, the FDA and EMEA could stop our trials before
completion.

      All statutes and regulations governing the conduct of clinical trials are
subject to change by various regulatory agencies, including the FDA, in the
future which could affect the cost and duration of our clinical trials. Any
unanticipated costs or delays in our clinical studies would delay our ability to
generate product revenues and to raise additional capital and could cause us to
be unable to fund the completion of the studies.

      We may not market or sell any product for which we have not obtained
regulatory approval. We cannot assure that the FDA or other regulatory agencies
will ever approve the use of our products that are under development. Even if we
receive regulatory approval, such approval may involve limitations on the
indicated uses for which we may market our products. Further, even after
approval, discovery of previously unknown problems could result in additional
restrictions, including withdrawal of our products.

      If we fail to obtain the necessary regulatory approvals, we cannot market
or sell our products in the United States, or in other countries and our
long-term viability would be threatened. If we fail to achieve regulatory
approval or foreign marketing authorizations for ONCONASE(R) we will not have a
saleable product or product revenues for quite some time, if at all, and may not
be able to continue operations.


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We are and will be dependent upon third parties for manufacturing our products.
If these third parties do not devote sufficient time and resources to our
products our revenues and profits may be adversely affected.

      We do not have the facilities or expertise to manufacture our products. We
presently rely on third parties to perform certain of the manufacturing
processes for the production of ONCONASE(R) for use in clinical trials. We
intend to rely on third parties to manufacture our products if they are approved
for sale by the appropriate regulatory agencies and are commercialized. Third
party manufacturers may not be able to meet our needs with respect to the
timing, quantity or quality of our products or to supply products on acceptable
terms.

Because we do not have marketing, sales or distribution capabilities, we expect
to contract with third parties for these functions and we will therefore be
dependent upon such third parties to market, sell and distribute our products in
order for us to generate revenues.

      We currently have no sales, marketing or distribution capabilities. In
order to commercialize any product candidates for which we receive FDA approval,
we expect to rely on established third party strategic partners to perform these
functions. For example, if we are successful in our Phase III clinical trials
with ONCONASE(R), and the FDA grants approval for the commercialization of
ONCONASE(R), we will be unable to introduce the product to market without
establishing a marketing collaboration with a pharmaceutical company with those
resources. Further, if we establish relationships with one or more
biopharmaceutical or other marketing companies with existing distribution
systems and direct sales forces to market any or all of our product candidates,
we cannot assure you that we will be able to enter into or maintain agreements
with these companies on acceptable terms, if at all.

      In addition, we expect to begin to incur significant expenses in
determining our commercialization strategy with respect to one or more of our
product candidates. The determination of our commercialization strategy with
respect to a product candidate will depend on a number of factors, including:

      o     the extent to which we are successful in securing collaborative
            partners to offset some or all of the funding obligations with
            respect to product candidates;

      o     the extent to which our agreement with our collaborators permits us
            to exercise marketing or promotion rights with respect to the
            product candidate;

      o     how our product candidates compare to competitive products with
            respect to labeling, pricing, therapeutic effect, and method of
            delivery; and

      o     whether we are able to establish agreements with third party
            collaborators, including large biopharmaceutical or other marketing
            companies, with respect to any of our product candidates on terms
            that are acceptable to us.

      A number of these factors are outside of our control and will be difficult
to determine.

Our product candidates may not be accepted by the market.

      Even if approved by the FDA and other regulatory authorities, our product
candidates may not achieve market acceptance, which means we would not receive
significant revenues from these products.


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Approval by the FDA does not necessarily mean that the medical community will be
convinced of the relative safety, efficacy and cost-effectiveness of our
products as compared to other products. In addition, third party reimbursers
such as insurance companies and HMOs may be reluctant to reimburse expenses
relating to our products.

We depend upon Kuslima Shogen and our other key personnel and may not be able to
retain these employees or recruit qualified replacement or additional personnel,
which would have a material adverse affect on our business.

      We are highly dependent upon our founder, Chairman and Chief Executive
Officer, Kuslima Shogen. Kuslima Shogen's talents, efforts, personality, vision
and leadership have been, and continue to be, critical to our success. The
diminution or loss of the services of Kuslima Shogen, and any negative market or
industry perception arising from that diminution or loss, would have a material
adverse effect on our business. While our other employees have substantial
experience and have made significant contributions to our business, Kuslima
Shogen is our senior executive and also our primary supporter because she
represents the Company's primary means of accessing the capital markets.

      Because of the specialized scientific nature of our business, our
continued success also is dependent upon our ability to attract and retain
qualified management and scientific personnel. There is intense competition for
qualified personnel in the pharmaceutical field. As our company grows our
inability to attract qualified management and scientific personnel could
materially adversely affect our research and development programs, the
commercialization of our products and the potential revenue from product sales.

Our proprietary technology and patents may offer only limited protection against
infringement and the development by our competitors of competitive products.

      We currently own ten United States patents with expiration dates ranging
from 2006 to 2019, four European patents with expiration dates ranging from 2009
to 2016 and one Japanese patent that expires in 2010. We also have patent
applications that are pending in the United States, Europe and Japan. The scope
of protection afforded by patents for biotechnological inventions is uncertain,
and such uncertainty applies to our patents as well. Therefore, our patents may
not give us competitive advantages or afford us adequate protection from
competing products. Furthermore, others may independently develop products that
are similar to our products, and may design around the claims of our patents.
Patent litigation and intellectual property litigation are expensive and our
resources are limited. If we were to become involved in litigation, we might not
have the funds or other resources necessary to conduct the litigation
effectively. This might prevent us from protecting our patents, from defending
against claims of infringement, or both.

      Patent litigation and intellectual property litigation are expensive. If
we were to become involved in litigation, due to our limited capital resources,
we might not have the funds or other resources necessary to carry on the
litigation in an effective manner. This may prevent us from protecting our
patents or defending against claims of infringement.

Developments by competitors may render our products obsolete or non-competitive.

      Currently, there are no approved systemic treatments for malignant
mesothelioma. However, Eli Lilly is developing a product based upon a different
mechanism of action than that of ONCONASE(R) is based upon. Eli Lilly's product
is a multi-targeted antifolate ALIMTA(R) (pemetrexed) for patients with
malignant mesothelioma. Final results have been published in the Journal of
Clinical Oncology, July


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2003. To our knowledge, no other company is developing a product with the same
mechanism of action as ONCONASE(R). Several companies, universities, research
teams and scientists are developing products to treat the same medical
conditions our products are intended to treat. Some of our competitors,
including Eli Lilly, are more experienced and have greater clinical, marketing
and regulatory capabilities and managerial and financial resources than we do.
This may enable them to develop products to treat the same medical conditions
our products are intended to treat before we are able to complete the
development of our competing product.

      Our business is very competitive and involves rapid changes in the
technologies involved in developing new drugs. If others experience rapid
technological development, our products may become obsolete before we are able
to recover expenses incurred in developing our products. We will probably face
new competitors as new technologies develop. Our success depends on our ability
to remain competitive in the development of new drugs. We may not be able to
compete successfully.

We may be sued for product liability.

      Our business exposes us to potential product liability that may have a
negative effect on our financial performance and our business generally. The
administration of drugs to humans, whether in clinical trials or commercially,
exposes us to potential product and professional liability risks which are
inherent in the testing, production, marketing and sale of new drugs for humans.
Product liability claims can be expensive to defend and may result in large
judgments or settlements against us which could have a negative effect on our
financial performance and materially adversely affect our business. We maintain
product liability insurance but our insurance coverage may not be sufficient to
cover claims. Furthermore, we cannot be certain that we will always be able to
maintain or increase our insurance coverage at an affordable price. Even if a
product liability claim is not successful, adverse publicity and time and
expense of defending such a claim may significantly interfere with our business.

Our stock is thinly traded and you may not be able to sell our stock when you
want to do so.

      There has been no established trading market for our Common Stock since
the stock was delisted from Nasdaq in April 1999. Since then our Common Stock
has been quoted on the OTC Bulletin Board, and is currently thinly traded. Over
the past three years, the weekly trading volume was as low as 4,160 shares per
week and as high as 706,280 shares for any week in such period. You may be
unable to sell our Common Stock when you want to do so if the trading market
continues to be limited.

The price of our Common Stock has been, and may continue to be, volatile.

      The market price of our Common Stock, like that of the securities of many
other development stage biotechnology companies, has fluctuated over a wide
range and it is likely that the price of our Common Stock will fluctuate in the
future. Over the past three years, the sale price for our Common Stock, as
reported by Nasdaq and the OTC Bulletin Board has fluctuated from a low of $0.18
to a high of $4.51. The market price of our Common Stock could be impacted by a
variety of factors, including:

      o     announcements of technological innovations or new commercial
            products by us or our competitors,

      o     disclosure of the results of pre-clinical testing and clinical
            trials by us or our competitors,

      o     disclosure of the results of regulatory proceedings,

      o     changes in government regulation,


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      o     developments in the patents or other proprietary rights owned or
            licensed by us or our competitors,

      o     public concern as to the safety and efficacy of products developed
            by us or others,

      o     litigation, and

      o     general market conditions in our industry.

      In addition, the stock market continues to experience extreme price and
volume fluctuations. These fluctuations have especially affected the market
price of many biotechnology companies. Such fluctuations have often been
unrelated to the operating performance of these companies. Nonetheless, these
broad market fluctuations may negatively affect the market price of our Common
Stock.

Events with respect to our share capital could cause the price of our Common
Stock to decline.

      Sales of substantial amounts of our Common Stock in the open market, or
the availability of such shares for sale, could adversely affect the price of
our Common Stock. An adverse effect on the price of our Common Stock may
adversely affect the trading price of the notes. We had 28,350,379 million
shares of Common Stock outstanding as of November 30, 2003. The following
securities that may be exercised for, or are convertible into, shares of our
Common Stock were issued and outstanding as of November 30, 2003:

            o     Options. Stock options to purchase 2,516,441 shares of our
                  Common Stock at a weighted average exercise price of
                  approximately $1.34 per share.

            o     Warrants. Warrants to purchase 6,962,357 million shares of our
                  Common Stock at a weighted average exercise price of
                  approximately $1.38 per share.

            o     Convertible Notes. Notes which will convert into 4,787,795
                  shares of our Common Stock and 5,778,817 warrants which are
                  convertible into 5,778,817 shares of our Common Stock at an
                  average conversion price of $.29 as of such date.

      The shares of our Common Stock that may be issued under the options,
warrants and upon conversion of the notes are currently registered with the SEC
or are eligible for sale without any volume limitations pursuant to Rule 144(k)
under the Securities Act.

Our charter documents and Delaware law may discourage a takeover of our company.

      We are currently authorized to issue 1,000,000 shares of preferred stock.
Our Board of Directors is authorized, without any approval of the stockholders,
to issue the preferred stock and determine the terms of the preferred stock. In
September 2003, our Board of Directors designated 200,000 of the 1,000,000
shares of preferred stock as Series A Preferred Stock. 105,666 shares of our
Series A Preferred Stock has been reserved for issuance upon the conversion of
certain of our outstanding notes. There are no shares of preferred stock
currently outstanding. The authorized shares of preferred stock will remain
available for general corporate purposes, may be privately placed and can be
used to make a change in control of our company more difficult. Under certain
circumstances, our Board of Directors could create impediments to or frustrate
persons seeking to effect a takeover or transfer in control of our company by
causing shares of preferred stock to be issued to a stockholder who might side
with the Board of Directors in opposing a takeover bid that the Board of
Directors determines is not in the best interests of our company and our
stockholders, but in which unaffiliated stockholders may wish to participate.
Furthermore, the existence of authorized shares of preferred stock might have
the effect of discouraging any attempt by a person, through the acquisition of a
substantial number of shares of Common Stock, to acquire control of our company.
Accordingly, the accomplishment of a tender offer may be more


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difficult. This may be beneficial to management in a hostile tender offer, but
have an adverse impact on stockholders who may want to participate in the tender
offer. Consequently, the Board of Directors, without further stockholder
approval, could issue authorized shares of preferred stock with rights that
could adversely affect the rights of the holders of our Common Stock to a
stockholder which, when voted together with other securities held by members of
the Board of Directors and the executive officers and their families, could
prevent the majority stockholder vote required by our certificate of
incorporation or Delaware General Corporation Law to effect certain matters.


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